This project will construct and analyze a working model preclinical dark-field (scattering) and phase-contrast x- ray imaging apparatus within an academic setting at University of California, San Francisco. The developed system will be useful for quantitative imaging of tissues with microstructure, and a prototype for small animal research and bone health diagnostics research. The proposed methods offer a revolutionary innovation and will be a game-changer in the advancement of the novel imaging methodology, Tensor Tomography of Dark-field X- ray Scatter. While conventional x-ray images indicate the amount of radiation energy deposited in materials according to their density distribution, x-ray dark-field techniques are sensitive to the variation in charge lateral to the ray path, on the nanometer scale. Certain features, such as tissues with microstructure, produce forward x-ray scatter. Highly oriented fibers produce distinct patterns of small angle scatter. The method uses an array of refractive x-ray biprisms array and a commercial x-ray source, and a well- researched method of post-acquisition image analytics. Previous phase and dark-field radiography methods have demonstrated imaging of microstructure in tissues, but suffer from long exposure times. The method TFI uses no optics in the x-ray beam between the sample and the detector and has the potential to be retrofittable to some existing CT systems. The primary market for the developed system consists of research institutions who study small-animals and excised tissues. The later market is bone health clinics and hospitals. The societal impact of this project could be significant; as there is currently no low-cost, high-specificity imaging methods for pre-symptomatic fibrotic lung tissue diseases.